BOEING CO — Director's Dealing 2013

Feb 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2013-02-06

Reporting Person: MCNERNEY W JAMES JR (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-06	Common Stock	M	2400.0000	$28.2230	Acquired	440829.7500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-06	Stock Option (Right to Buy)	$28.2230	M	2400.0000	Disposed	2013-04-28	Common Stock (2400.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	452.1400	Indirect
Common Stock	50.0000	Indirect

Footnotes

F1: Includes adjustments for dividends accrued.

F2: The option was fully vested on May 9, 2008.